U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 2002


                           Commission File No: 0-30583


                           THAON COMMUNICATIONS, INC.
        (Exact Name of small business issuer as Specified in its Charter)


         Nevada                                       87-0622329
         ------                                       ----------
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
 Of Incorporation)

            130 S. Halcyon St, Ste C4 Arroyo Grande, California 93420
           ----------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (805) 547-3900
                                 --------------
                 Issuer's Telephone Number, Including Area Code


Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve months
(or for such shorter periods that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
ninety days.

         Yes     X                                           No
            -----------                                        -----------

The number of shares of outstanding Common Stock, par value .001, outstanding as
of November 14, 2002 was 133,761,589 shares.


<PAGE>



                                Table of Contents


PART I - FINANCIAL INFORMATION................................................3

     ITEM 1.  FINANCIAL STATEMENTS............................................3

     ITEM 2.  MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATION........14


PART II - OTHER INFORMATION..................................................17

     ITEM 1.  LEGAL PROCEEDINGS..............................................17

     ITEM 2.  CHANGES IN SECURITIES..........................................18

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............18

     ITEM 5.  OTHER INFORMATION..............................................18

     ITEM 6.  EXHIBITS.......................................................19


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                           THAON COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


                                     ASSETS
                                     ------
<TABLE>
<S>                                                                              <C>

    CURRENT ASSETS:
             Cash & cash equivalents                                               $         31,445
             Accounts receivable, net                                                       141,356
             Prepaid  expenses                                                               35,081
             Note receivable - related parties                                               34,497
                                                                                   ----------------
                           Total current assets                                             242,379

    PROPERTY AND EQUIPMENT, net                                                             327,316

                                                                                   ----------------
                                                                                   $        569,695
                                                                                   ================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

    CURRENT LIABILITIES:
             Accounts payable                                                      $        612,860
             Accrued expenses                                                               334,421
             Media payable                                                                3,311,576
             Deferred media revenue                                                          55,391
             Note payable-current                                                           266,309
             Notes payable-related parties                                                      345
             Advances                                                                       422,781
             Dividends payable                                                              308,882
             Customers Credits                                                               14,383
                                                                                   ----------------
                           Total current liabilities                                      5,326,948

    Note Payable - Long term                                                                177,564

    COMMITMENTS

    STOCKHOLDERS' DEFICIT
             Preferred stock, authorized shares 50,000,000 (Series A through F),
               Series A convertible 6% preferred stock $1 par value,
                  authorized shares 3,000,000, issued and outstanding 500,000               500,000
               Series B convertible 6% preferred stock $1 par value,
                  authorized shares 2,000,000, issued and outstanding 140,727               140,727
               Series D convertible 6% preferred stock, $1 par value;
                  authorized shares 3,000,000, issued and outstanding 3,000,000           3,000,000
               Series E convertible 6% preferred stock, $.001 par value;
                  authorized shares 2,000,000, issued and outstanding 50,000                     50
               Series F convertible 6% preferred stock, $.001 par value;
                  authorized shares 2,000,000, issued and outstanding 70,000                     70
             Common stock, $.001 par value; authorized shares 200,000,000;
              issued 136,211,589 and outstanding 133,761,589                                136,212
             Shares to be issued, 13,333 shares of Series F preferred stock                  10,000
             Treasury Stock, 2,450,000 shares of common stock                              (285,000)
             Additional paid in capital                                                  13,626,782
             Accumulated deficit                                                        (22,063,658)
                                                                                   ----------------
                           Total stockholders' deficit                                   (4,934,817)

                                                                                   ----------------
                                                                                   $        569,695
                                                                                   ================

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       3
<PAGE>




                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
  FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<S>                                                         <C>              <C>                <C>              <C>


                                                                    Three Months Ended                  Nine Months Ended
                                                                       September 30,                       September 30,
                                                                   2002              2001              2002              2001
                                                             ---------------   ---------------   ---------------   ---------------



     Cost of revenues                                               734,142           442,573         1,458,716        16,220,864
                                                             ---------------   ---------------   ---------------   ---------------

     Gross profit                                                  (234,468)           91,655           215,464         1,521,762

     Operating expenses                                             381,100         1,603,698         1,872,519         4,136,830
                                                             ---------------   ---------------   ---------------   ---------------

     Loss from operations                                          (615,568)       (1,512,043)       (1,657,055)       (2,615,068)

     Non-operating income (expense):
               Interest expense                                      (5,175)          (20,212)          (26,441)          (27,115)
               Other                                                (35,280)           20,607            (3,512)           24,166
                                                             ---------------   ---------------   ---------------   ---------------
               Total non-operating income (expense)                 (40,455)              395           (29,953)           (2,949)
                                                             ---------------   ---------------   ---------------   ---------------

     Loss from continuing operations before income taxes
        and extraordinary item                                     (656,023)       (1,511,648)       (1,687,008)       (2,618,017)

     Income taxes                                                       292               -               4,292             4,000
                                                             ---------------   ---------------   ---------------   ---------------

     Net loss from continuing operations before
        extraordinary item                                         (656,315)       (1,511,648)       (1,691,300)       (2,622,017)

     Discontinued operations:
       Loss from operations of discontinued subsidiary                  -              (3,811)              -             (27,740)
                                                             ---------------   ---------------   ---------------   ---------------

     Net loss before extraordinary item                            (656,315)       (1,515,459)       (1,691,300)       (2,649,757)

     Extraordinary item -gain on settlement of debts                  1,009                -            197,652               -
                                                             ---------------   ---------------   ---------------   ---------------

     Net loss                                                      (655,306)       (1,515,459)       (1,493,648)       (2,649,757)

     Dividend requirement for preferred stock                       (55,282)          (46,250)         (141,082)         (118,750)
                                                             ---------------   ---------------   ---------------   ---------------

     Net loss applicable to common shareholders              $     (710,588)   $   (1,561,709)   $   (1,634,730)   $   (2,768,507)
                                                             ===============   ===============   ===============   ===============

     Basic and diluted weighted average number of
         common stock outstanding                               129,910,179        65,962,044       108,700,872        62,130,918
                                                             ===============   ===============   ===============   ===============

     Basic and diluted net loss per share                    $        (0.01)   $        (0.02)   $        (0.01)   $        (0.04)
                                                             ===============   ===============   ===============   ===============


The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                       4
<PAGE>



                           THAON COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<S>                                                                     <C>               <C>


                                                                                2002             2001
                                                                          ---------------   ---------------
      CASH FLOWS FROM OPERATING ACTIVITIES:
               Net Loss                                                   $   (1,634,730)   $   (2,768,507)
               Adjustments to reconcile net loss to net cash used in
               operating activities:
                        Depreciation and amortization                             91,001           651,795
                        Issuance of shares for compensation,
                            consulting and other services                        837,406           472,586
                        Gain on forgiveness of debts                            (197,652)              -
                        Loss on sale of assets                                    37,862               -
                        (Increase) / decrease in current assets:
                                 Accounts/Media receivable                       (28,606)          548,405
                                 Inventory                                       319,784            68,455
                                 Prepaid expenses                                 56,718           334,575
                                 Deposits                                         15,949            24,794
                                 Other assets                                        -            (240,190)
                        Increase / (decrease) in current liabilities:
                                 Accounts payable                               (188,580)          288,829
                                 Accrued expenses                                (83,753)          (17,535)
                                 Media payable                                   387,208           706,227
                                 Deferred media revenue                           44,747          (962,597)
                                 Customers Credits                               (46,211)         (251,577)
                                                                          ---------------   ---------------
                        Net cash used in operating activities                   (388,857)       (1,144,740)
                                                                          ---------------   ---------------

      CASH FLOWS FROM INVESTING ACTIVITIES
                        Cash received from acquisition of business                   -             148,850
                        Decrease in notes receivable                              18,988               -
                        Cash received on disposal of assets                        6,754             4,062
                        Acquisition of property & equipment                       (1,080)              -
                                                                          ---------------   ---------------
                        Net cash provided by investing activities                 24,662           152,912
                                                                          ---------------   ---------------

      CASH FLOWS FROM FINANCING ACTIVITIES:
                        Net proceeds from Loans                                      -             613,015
                        Incease in dividends payable                             141,082           118,750
                        Payments on notes payable                                (21,380)         (943,612)
                        Proceeds from shares to be issued                         10,000               -
                        Proceeds from issuance of stock                          186,625         1,193,620
                                                                          ---------------   ---------------
                        Net cash provided by financing activities                316,327           981,773
                                                                          ---------------   ---------------

      NET DECREASE IN CASH & CASH EQUIVALENTS                                    (47,868)          (10,055)

      CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                  79,313            32,079
                                                                          ---------------   ---------------

      CASH & CASH EQUIVALENTS, ENDING BALANCE                             $       31,445    $       22,024
                                                                          ===============   ===============

      SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      Income taxes paid                                                   $          -      $        7,000
                                                                          ===============   ===============

      Interest paid                                                       $       13,565    $       21,100
                                                                          ===============   ===============

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.


                                       5
<PAGE>

                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

The Company was originally  incorporated  under the name  Engineering  Services,
Inc. (a Nevada  Corporation),  on July 13, 1984. The Company changed its name to
Deep Earth,  Inc. in November of 1998. On November 29, 1999, the Company changed
its name to  CastPro.com,  Inc. On December 31, 1999, the Company entered into a
stock for stock  exchange,  whereby it acquired all of the stock of Castpro.com,
LLC, a newly  organized  California  corporation  formed to conduct the web cast
business,  in exchange for the issuance of  8,000,000  additional  shares of its
Common Stock.  On December 29, 2000, the Company  entered into a stock for stock
exchange,  whereby it acquired all of the outstanding  stock of Prime Time Media
Solutions,  a Texas  corporation  (PTMS) doing business of acquiring and selling
media  time.  On  November  27,  2000,  the  Company  changed  its name to Thaon
Communications,  Inc. On April 10, 2001, the Company consummated the acquisition
of all of the outstanding stock of Legal Broadcast Company (LBC) in exchange for
1,000,000  shares of Series B convertible  preferred  stock. On May 8, 2001, the
Company  consummated  the  acquisition  of EMG Visual  Graphics,  Inc.  (EMG) in
exchange for 300,000 restricted shares of the Company's common stock. On May 22,
2001, the Company  consummated the acquisition of Prime Time Distribution,  Inc.
("PTD") in exchange for 500,000 restricted shares of the Company common stock.

Quinntal,  International  (California  Incorporated)  was formed on January  12,
1999. Quinntal,  International  changed its name to CastPro.com,  LLC ("LLC") on
August 6, 1999.  The LLC was a provider  of live,  on-location  digital web cast
productions for corporations  and major event marketers.  The LLC specializes in
streaming media production of concerts, tradeshows,  interviews, sporting events
and movie premiers.

PTMS  was  formed  on  May  23,  1996.  PTMS  is  a  diversified  media  company
specializing in reaching targeted  audiences.  PTMS buys media time from various
broadcasting  networks  and sells to its  clients.  PTMS  markets  products  and
services,  which it develops,  licenses  exclusively  or  distributes  for third
parties, utilizing network and cable television,  radio, newspapers,  magazines,
and the Internet.

LBC was  incorporated  on May 9, 2000 in the  State of Nevada  under the name of
PASOVIDEO.COM,  Inc. LBC filed a certificate  of amendment to change its name to
Legal Broadcast  Company on March 7, 2001. LBC provides law firms,  corporations
and insurance  companies  with service of the  creation,  review,  storage,  and
presentation of video,  including the video  documentation  and storage of legal
depositions.  LBC offers products that provide real time interactivity and allow
attorneys  to view  legal  events  such as  depositions,  hearings,  and  trials
remotely over the Internet.

PTD was  incorporated in the state of Nevada on March 5, 1999. PTD is also doing
business as Kryptolight  International.  PTD is a direct marketing  company with
three new projects currently in development, which are now being test marketed.

The Company  acquired 100% outstanding  shares of the Clover,  Inc. (AC) in June
2002 for a cash amount of $1,495. AC was formed on July 18, 2001 and on June 27,
2002,  a  certificate  of  fictitious  business  name was filed  for  conducting
business as, Ascent, Inc. AC is media planning, placement and consulting Company
based in  California.  AC had no business  activity and no assets or liabilities
through the acquisition date.

Basis of presentation

The accompanying  unaudited condensed  consolidated interim financial statements
have  been  prepared  in  accordance  with  the  rules  and  regulations  of the
Securities and Exchange  Commission for the  presentation  of interim  financial
information,  but do not include all the information  and footnotes  required by
generally accepted accounting principles for complete financial statements.  The
audited  consolidated  financial statements for the year ended December 31, 2001

                                       6
<PAGE>

                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

was filed on April 16, 2002 with the Securities and Exchange  Commission and are
hereby  referenced.  In the opinion of management,  all  adjustments  considered
necessary for a fair presentation have been included.  Operating results for the
nine-month period ended September 30, 2002 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2002.

2.  PRINCIPLES OF CONSOLIDATION

The   Consolidated   Financial   Statements   include  the   accounts  of  Thaon
Communication,  Inc. and its wholly owned subsidiaries  CastPro.com.  LLC, Prime
Time Media Solutions,  Legal Broadcast Company, EMG Visual Graphics,  Inc. (2001
only),  Prime  Time  Distribution,  Inc.  and  Ascent,  Inc.  (2002  only).  All
significant inter-company transactions and balances have been eliminated for the
nine-month periods ended September 30, 2002 and 2001.

3.  RECENT PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001.  SFAS No. 144 is effective for fiscal years beginning
after  December 15, 2001, and addresses  financial  accounting and reporting for
the impairment or disposal of long-lived assets. This statement  supersedes SFAS
No. 121 "Accounting  for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to Be Disposed Of," and the  accounting  and reporting  provisions of APB
Opinion No. 30,  "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS 145  rescinds  the  automatic  treatment  of gains or  losses  from
extinguishments  of debt as  extraordinary  unless  they meet the  criteria  for
extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback  transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May 15,  2002,  with  early  adoption  encouraged.  All  other
provisions of SFAS 145 are effective for  transactions  occurring  after May 15,
2002, with early adoption encouraged.

In June 2002,  the FASB issued SFAS No. 146 "  Accounting  for Costs  Associated
with exit or Disposal Activities." This Statement addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  This Statement
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity  be  recognized  when the  liability  is  incurred.  Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment to an exit plan.


                                       7
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company does not anticipate that adoption of above  pronouncements will have
a material effect on our earnings or financial position.

4.  STOCKHOLDERS' EQUITY

Preferred Stock

On October 17, 2001, the Company filed its  Certificate of Designation to change
the issuance of preferred  stock.  The Company is authorized to issue 50,000,000
shares of Preferred  stock,  of which  8,000,000  will have a par value of $1.00
(3,000,000  shares of 6% A convertible  Series,  2,000,000 shares of Series 6% B
convertible  Series and 3,000,000 shares of Series 6% D convertible  Series) and
42,000,000 will have a par value of $0.001.  2,000,000 shares of Series C, E and
Series  F  Preferred  Stock,  each,  were  designated  with a value  of  $0.001.
Remaining shares in the category have not been designated through this date.

The Series A convertible  Preferred  stock, at the option of the holder thereof,
is convertible into fully paid share of common stock,  equal to the par value of
the Series A convertible Preferred stock being converted plus accrued and unpaid
dividends,  divided by closing  market price of the common  stock,  subject to a
maximum of 6,000,000 shares of common stock. The Series A convertible  Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.00 plus
accrued and unpaid dividends. Upon receipt of notice of redemption,  the holders
of preferred  stock will have 30 days to convert Series A convertible  Preferred
stock into  common  stock.  The holders of Series A  convertible  stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series A convertible  stock are entitled to receive  dividends at
the rate of 6% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series A  convertible  Preferred  stock  shall have the full  voting
rights.

The Series B convertible  Preferred  stock, at the option of the holder thereof,
is convertible into fully paid share of common stock,  equal to the par value of
the Series B convertible Preferred stock being converted plus accrued and unpaid
dividends,  divided by closing  market price of the common  stock,  subject to a
maximum of 6,000,000 shares of common stock. The Series B convertible  Preferred
stock is  redeemable  by the  corporation  at any time at the rate of $1.00 plus
accrued and unpaid dividends. Upon receipt of notice of redemption,  the holders
of preferred  stock will have 30 days to convert Series B convertible  Preferred
stock into  common  stock.  The holders of Series B  convertible  stock shall be
entitled  to receive the  redemption  before the  holders of common  stock.  The
holders of the Series B convertible  stock are entitled to receive  dividends at
the rate of 6% per annum payable  yearly in shares of the  corporation's  common
stock.  The Series B  convertible  Preferred  stock  shall have the full  voting
rights.

The Series D  convertible  Preferred  stock is  entitled to receive 6% per annum
dividend, in preference to any other class. Class D convertible Preferred stock,
at the option of the holder  thereof,  is  convertible  into fully paid share of
common stock, equal to the par value of the Class D convertible  Preferred stock
being converted plus accrued and unpaid dividends,  divided by 95% of the market
price of the common stock. The Class D convertible Preferred stock is redeemable
by the  corporation  at any time at the rate of $1.00  plus  accrued  and unpaid
dividends.  The  holders of Series D  convertible  stock  shall be  entitled  to
receive the redemption before the holders of any other series of preferred stock
and common stock. Upon receipt of notice of redemption, the holders of preferred
stock  will have 30 days to convert  Class D  convertible  Preferred  stock into
common  stock.  The Series D  convertible  Preferred  stock  shall have the full
voting rights and shall be entitled to vote 25 votes per each share.

The Company recorded the beneficial  conversion feature as preferred dividend of
$108,000 on December 31, 2001.


                                       8
<PAGE>

                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Series C, E and F convertible  Preferred  stock, at the option of the holder
thereof,  is convertible into fully paid share of common stock, equal to the par
value of the Series C, E and F convertible  Preferred stock being converted plus
accrued  and unpaid  dividends,  divided by closing  market  price of the common
stock, subject to a maximum of 6,000,000 shares of common stock per each Series.
The  Series  C,  E and F  convertible  Preferred  stock  is  redeemable  by  the
corporation at any time at the rate of $0.001 plus accrued and unpaid dividends.
Upon receipt of notice of redemption,  the holders of preferred  stock will have
30 days to convert  Series C, E and F  convertible  Preferred  stock into common
stock.  The holders of Series C, E and F convertible  stock shall be entitled to
receive the  redemption  before the holders of common stock.  The holders of the
Series C, E and F  convertible  stock are  entitled to receive  dividends at the
rate of 6% per annum payable yearly in shares of the corporation's common stock.
The Series C, E and F  convertible  Preferred  stock  shall have the full voting
rights.

In connection  with the  acquisitions  of PTMS on December 29, 2000, the Company
issued 2,000,000 shares of series A convertible  preferred stock of the Company.
The  Company  also  placed in escrow  1,000,000  shares of series A  convertible
preferred  stock  which are  deliverable  subject  to  attainment  of at least a
specific gross revenue and pre tax net income target for the subsequent years by
PTMS.  The  Company  also  agreed to use its best  efforts to raise  capital and
contribute one third of such raise to the capital of PTMS up to a maximum amount
of $1,000,000.  In October 2001, the board of directors authorized to covert the
outstanding series A convertible  preferred stock to series D preferred stock of
the Company on one share to one share basis.

On April  10,  2001,  the  Company  consummated  the  acquisition  of all of the
outstanding  stock of Legal  Broadcast  Company  (LBC).  In connection  with the
acquisitions of LBC, the Company issued 1,000,000 shares of series B convertible
preferred stock of the Company.

In October 2001,  the board of directors  authorized to covert 310,000 shares of
outstanding series B convertible preferred stock to series D preferred stock and
690,000  shares of series B convertible  preferred  stock to 6,000,000  share of
Common stock of the Company.

On September 10, 2001, the Company settled a debt amounting  $500,000 by issuing
500,000  shares of series A  convertible  preferred  stock of the  Company.  The
transaction did not result in any gain or loss for the Company.

During the period ended September 30, 2002, the Company issued 120,000 shares of
Series E and F  convertible  preferred  stock  for cash  amounting  $37,500  and
$52,500, respectively.

During the period ended  September 30, 2002, the Company issued total of 140,727
shares of Series B convertible  preferred stock;  27,819 for services  amounting
$27,819 and 20,000 shares for compensation  amounting $20,000, and 92,908 shares
for cash amounting $69,681.

In August  2002,  the  Company  converted  6,000,000  shares of Common  stock to
690,000 shares of series D convertible preferred stock of the Company.

As of September 30, 2002, the Company has cash received in the amount of $10,000
for 13,333 shares of Series F preferred stock to be issued.

Common stock

During the period ended  September 30, 2002, the Company issued common stocks in
exchange of various services to following parties:

                                       9
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company  issued  2,702,222  shares of common  stock for board of  directors'
compensation  amounting $45,618.  The Company issued 31,533,344 shares of common
stock for legal and consulting  service amounting  $608,727.  The Company issued
1,176,027  shares of common stock for equipment  rental  amounting  $8,820.  The
company  issued  4,331,009  shares  of common  stock to  various  employees  for
compensation amounting $83,242. During the nine month period ended September 30,
2002, the Company issued 4,995,978 shares of its common stock for cash amounting
$32,943.  The company issued  6,043,887  shares of common stock for  promotional
purpose amounting  $82,483.  The Company issued 6,244,250 shares of common stock
valued at $66,082 for the settlement of a note payable  amounting  $79,082.  The
difference  of the note and the value of stock  issued,  amounting  $13,000  was
recorded as an extraordinary gain.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at the time of  issuance,  whichever  is more  reliably
measurable.

5.  SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company  prepares its statements of cash flows using the indirect  method as
defined under the Financial Accounting Standard No. 95.

The cash  flow  statements  do not  include  following  non-cash  investing  and
financing activities pertaining to the 9 month period ending September 30, 2001:

The Company  issued  2,702,222  shares of common  stock for board of  directors'
compensation  amounting $45,618.  The Company issued 31,533,344 shares of common
stock for legal and consulting  service amounting  $608,727.  The Company issued
1,176,027  shares of common stock for equipment  rental  amounting  $8,820.  The
company  issued  4,331,009  shares  of common  stock to  various  employees  for
compensation  amounting  $83,242.  The company issued 6,043,887 shares of common
stock for promotional  purpose amounting  $82,483.  The Company issued 6,244,250
shares of common  stock valued at $66,082 for the  settlement  of a note payable
amounting $79,082.

6.  BASIC AND DILUTED NET LOSS PER SHARE

Basic and diluted net loss per share for the three and nine month  periods ended
September 30, 2002 and 2001 were determined by dividing net loss for the periods
by the weighted  average number of both basic and diluted shares of common stock
and all the convertible preferred stock are regarded as common stock equivalents
and are considered in diluted net loss per share calculations.  Weighted average
number of shares used to compute  basic and  diluted  loss per share is the same
since the effect of dilutive securities is anti-dilutive.

7.  GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principle,  which contemplate  continuation of the
Company as a going  concern.  However,  the Company has  accumulated  deficit of
$22,063,658 including net losses applicable to common shareholders of $1,634,730
and  $2,768,507 for the  nine-month  periods ended  September 30, 2002 and 2001,
respectively.   The  total  shareholders'  deficit  amounted  to  $4,934,817  on
September 30, 2002. The continuing losses have adversely  affected the liquidity

                                       10
<PAGE>

                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of  the  Company.  The  Company  faces  continuing  significant  business  risks
including,  but not  limited to, its  ability to  maintain  vendor and  supplier
relationships  by  making  timely  payments  when  due.

In view of the matters described in the preceding paragraph, recoverability of a
major portion of the recorded  asset amounts shown in the  accompanying  balance
sheet is dependent  upon continued  operations of the Company,  which in turn is
dependent  upon the  Company's  ability  to  raise  additional  capital,  obtain
financing and to succeed in its future operations.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and  classification  of liabilities that might
be necessary should the Company be unable to continue as a going concern.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
during the period ended  September 30, 2002,  towards (i)  obtaining  additional
equity  financing  (see note 4) (ii)  controlling  of  salaries  and general and
administrative expenses and (iii) management of accounts payable

8.  CONTINGENCY

Litigation settled

Two of the  shareholders  of the Company filed an action against the Company and
certain individuals connected therewith.  The complaint sought relief for breach
of  contract,  specific  performance,  breach  of  fiduciary  duty,  intentional
interference  with stock  transfer  rights,  negligent  interference  with stock
transfer rights and injunction.  Subsequently,  one of the shareholder  released
the claim.  On August  19,  2002,  this case was  settled  with  $75,000 of free
trading stock of the Company owned by the president of the Company.

Pending litigation

The  landlord of the building  where the  corporate  office was located  filed a
Complaint  against the Company for the unpaid  rental  payments  and  overvalued
stock  security  paid for prepaid  rent.  The Company  filed a response with the
court denying all allegations.  The management  believes that maximum  potential
additional liability from the overvalued stock security is $100,000.  The unpaid
rent liability has been accrued in the financial statements.

9.  RECLASSIFICATION

For comparative purposes,  prior period's consolidated financial statements have
been reclassified to conform with report classifications of the current period.

10. SUBSEQUENT EVENT

In  October  2002,  the  Company  signed a Letter of Intent to acquire a medical
billing and practice management company.  According to the Letter of Intent, the
acquisition  is subject  to the  condition  that the  Company is able to resolve
outstanding legal,  creditor and capital structure issues to the satisfaction of
the parties.  Upon completion of the acquisition,  the current management of the
Company will step down and hand the reins over to a new  management  team headed
by the acquired Company's president.

                                       11
<PAGE>
                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On November 6, 2002, CastPro.com,  LLC (LLC), one of the Company's subsidiaries,
filed Chapter 7 bankruptcy  case.  The Company's  financial  position would have
been as follows if CastPro.com, LLC was excluded as of September 30, 2002;

                  Current assets              $  242,044
                  Fixed assets                $  274,792
                  Current liabilities         $4,446,545
                  Long Term liabilities       $  177,564


11. DISPOSAL OF A SUBSIDIARY

On October 1, 2001,  the  Company  sold EMG Visual  Graphics,  Inc,  dba Eclipse
Marketing Group to its previous owner.  The Company  received  450,000 shares of
its common  stock from EMG Visual  Graphics,  Inc.  for the  consideration.  The
Company  recorded the shares it received at the market for such number of shares
at a total amount of $45,000.  EMG was incorporated on June 6, 1996 in the State
of  California  under the name of EMG  Visual  Graphics,  Inc.  The  Company  is
following  the guidance of APB No. 30 in the  accounting  for and  disclosure of
this  disposal.  The losses from  operations  of this  discontinued  division is
presented on the face on the Statement of Operations for all periods  presented.
There are no applicable  corresponding income tax effects, which applied to this
disposal.

12. SEGMENT INFORMATION

In computing income from operations by industry segment, unallocable general and
administrative expenses have been excluded from each segments' pre-tax operating
earnings before interest expense and have been included in general corporate and
other operations.

The Company reportable business segments are strategic business units that offer
distinctive  products and services that are marketed through different channels.
They are managed separately because of their unique technology,  marketing,  and
distribution requirements. The Company is a holding company that is comprised of
five operating subsidiaries: LLC, PTMS, PTD, LBC and Ascent. The LLC specializes
in streaming  media  production of concerts,  tradeshows,  interviews,  sporting
events and movie premiers.  PTMS is a diversified media company  specializing in
reaching targeted audiences. PTD is a direct marketing company. LBC provides law
firms,  corporations  and  insurance  companies  with  service of the  creation,
review,  storage,  and presentation of video,  including the video documentation
and storage of legal depositions.

Following is a summary of segmented  information  for the period ended September
30, 2002:

<TABLE>
<S>                               <C>        <C>          <C>         <C>         <C>         <C>         <C>


|-----------------------------|--|----------|------------|-----------|-----------|----------|-------------|-------------|
|                             |  |   LLC    |    PTMS    |    PTD    |    LBC    |  Ascent  | Unallocated |  Total      |
|-----------------------------|--|----------|---- -------|----- -----|-----------|----------|-------------|-------------|
| Sales                       |  | $  5,665 | $  748,719 | $ 297,318 | $ 489,378 | $133,100 |       -     | $ 1,674,180 |
|-----------------------------|--|----------|------------|-----------|-----------|--- ------|-------------|-------------|
| Operating loss/(gain)       |  |  223,472 |    418,394 |    91,160 |     5,955 |   (4,412)|   922,486   |   1,657,055 |
|-----------------------------|--|----------|------------|-----------|-----------|----- ----|-------------|-------------|
| Total Assets                |  |   52,859 |    161,124 |    14,796 |   204,457 |   66,237 |    70,222   |    569,695  |
|-----------------------------|--|----------|------------|-----------|-----------|----------|-------------|-------------|
| Capital Expenditure         |  |      -   |        -   |       -   |     1,080 |      -   |      -      |       1,080 |
|-----------------------------|--|----- ----|------------|-----------|-----------|----------|-------------|-------------|
| Depreciation & amortization |  |   21,130 |     16,686 |     5,049 |    26,877 |      -   |    21,259   |      91,001 |
|-----------------------------|--|----------|------------|-----------|-----------|----------|-------------|-------------|

</TABLE>


Following is a summary of segmented  information  for the period ended September
30, 2001:


                                       12
<PAGE>

                           THAON COMMUNICATIONS, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<S>                       <C>         <C>           <C>           <C>          <C>           <C>


|--------------------------|-----------|-------------|-------------|------------|-------------|-------------|
|                          |    LLC    |    PTMS     |    PTD      |     LBC    | Unallocated |   Total     |
|--------------------------|-----------|-------------|-------------|------------|-------------|-------------|
|Sales                     | $  22,456 | $16,261,113 | $ 1,169,875 | $  288,930 |        252  | $17,742,626 |
|--------------------------|-----------|-------------|-------------|------------|-------------|-------------|
|Operating loss/(gain)     |   773,282 |     603,054 |    (589,603)|        300 |  1,828,035  |   2,615,068 |
|--------------------------|-----------|-------------|-------------|------------|-------------|-------------|
|Total Assets              |   562,829 |   3,095,795 |     628,796 |    273,894 | 14,860,919  |  19,422,233 |
|--------------------------|-----------|-------------|-------------|------------|-------------|-------------|
|Capital Expenditure       |       -   |      35,945 |        -   |        -    |        -    |      35,945 |
|--------------------------|-----------|-------------|-------------|------------|-------------|-------------|
|Depreciation & amor.      |   105,618 |      38,020 |       3,686 |     19,217 |    483,246  |     649,787 |
|--------------------------|-----------|-------------|-------------|------------|-------------|-------------|

</TABLE>

                                       13
<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operations
Forward-looking Information

This quarterly report contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. These statements relate to future
events or to our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. There are a number of factors that could cause our actual
results to differ materially from those indicated by such forward-looking
statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, we do not assume
responsibility for the accuracy and completeness of such forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this report to conform such statements to actual results. The
foregoing management's discussion and analysis should be read in conjunction
with the Company's financial statements and the notes herein.


                                       14
<PAGE>

General

Thaon Communications, Inc., a Nevada corporation (the "Company"), was
incorporated under the name Engineering Services, Inc., on July 13, 1984. The
Company changed its name to Deep Earth, Inc. in November of 1998. The Company
was originally engaged in seeking and developing mining properties which
operations it abandoned in 1991 becoming a dormant shell without assets or
liabilities. On November 29, 1999, the Company changed its name to CastPro.com,
Inc. On December 31, 1999, the Company entered into a stock for stock exchange,
whereby it acquired all of the stock of CastPro.com, LLC, a California limited
liability company ("CastPro.com"). In November 2000, the Company changed its
name to Thaon Communications, Inc. On December 29, 2000, the Company entered
into a stock for stock exchange, whereby it acquired all of the outstanding
stock of Prime Time Media Solutions, a Texas corporation (PTMS) doing business
of acquiring and selling media time. On April 10, 2001, the Company consummated
the acquisition of all of the outstanding stock of Legal Broadcast Company (LBC)
in exchange for 1,000,000 shares of Series B convertible preferred stock. On May
8, 2001, the Company consummated the acquisition of EMG Visual Graphics, Inc.
(EMG) in exchange for 300,000 restricted shares of the Company's common stock.
On May 22, 2001, the Company consummated the acquisition of Prime Time
Distribution, Inc. ("PTD") in exchange for 500,000 restricted shares of the
Company common stock. On June 27, 2002, the Company acquired 100% of the stock
of The Clover, Inc. a Nevada corporation in exchange for $1,495 in cash.

The Company's current operations are conducted through its wholly owned
subsidiaries, The Clover, Inc. ("Clover"), Legal Broadcast Company ("LBC"),
Prime Time Distribution ("PTD") and Prime Time Media Solutions ("Prime Time").

CLOVER

Clover is active in the direct response marketing and advertising industry,
providing project development and management consulting and media placement
services to companies utilizing or planning to utilize direct response marketing
to drive their businesses.

Clover currently services two different infomercial clients and is regularly
testing new infomercials on behalf of a variety of different clients.

LBC

LBC specializes in the capture, archival and presentation of legal proceedings.
Utilizing trained video technicians, state of the art videoconferencing and
Internet streaming technology that incorporates advanced voice recognition based
automated text to video synchronization, secure Internet archiving technology
and proprietary trial presentation software.

LBC announced the launch of its live streaming services and Depositions
Navigator technology in April of 2002. LBC's streaming services will provide a
text searchable feature enabling attorneys and insurance representatives to
easily and efficiently find video material regarding specific issues by
utilizing its proprietary key word search engine from video transcripts as well
as providing the ability for attorneys and others associated with various legal
proceedings to access those proceedings through LBC's live interactive streaming
services.

                                       15
<PAGE>

PTD

PTD is a service and fulfillment company catering to the direct marketing
industry. PTD historically has provided services such as merchant banking
assistance, order processing, product assembly, pick and pack, direct to
consumer shipping, customer service and direct mail preparation and
distribution. On September 30, 2002, the lease expired on the warehouse space
where PTD performed shipping and handling services and the Company is currently
contemplating whether to reopen another warehouse based on the viability of a
number of fulfillment proposals it has submitted. PTD chose not to renew the
lease for warehouse space based on the absence of adequate fulfillment business
to justify the continued support of the overhead required to operate the center
and based on other developments relating to the future core focus of the
Company.


PRIME TIME

Prime Time specializes in media planning and placement services for direct
response television ("DRTV") advertising. DRTV advertising refers to any
advertising campaign that aims to elicit a specific, measurable response from
the audience. The response can be a phone call, an email, a check in the mail or
a credit card order, among other things, but it is always a direct contact with
a potential customer. Prime Time's direct response advertising services are
mainly associated with the program length "infomercials" widely distributed on
TV. In mid 1999, Prime Time expanded its services to include the planning and
placement of short form media (30, 60, 90 and 120 second advertisements).

As of September 30, 2002, the Company had a total of three (3) employees, all of
which were employed full-time.

Results of Operations

The following sections discuss the results of operations for the third quarter
ended September 30, 2002 compared to the results of operations for the third
quarter ended September 30, 2001 and for the nine months ended September 30,
2002 compared to the results of operations for the nine months ended September
30, 2001.

Third quarter 2002 Vs. Third quarter 2001. Net revenue for the third quarter
ended September 30, 2002 amounted to $499,674 compared to net revenue of
$534,228 for the third quarter ended September 30, 2001. Gross profit for the
third quarter ended September 30, 2002 totaled $-234,468 compared to gross
profit of $91,655 for the third quarter ended September 30, 2001. The net loss
before dividends appropriation for Preferred stockholders for the third quarter
ended September 30, 2002 amounted to $655,306 verses a net loss of $1,515,459 in
the third quarter ended September 30, 2001. The net loss of $656,306 for the
quarter can be attributed to the cash and non cash expenses associated with
overhead costs, consulting costs, an extraordinary gain from forgiveness of
debt. On a per share basis, the basic and diluted net operating loss
attributable to common stock was $.01 for the quarter ended September 30, 2002
as compared to $.02 for the quarter ended September 30, 2001.

Nine months 2002 Vs. Nine months 2001. Net revenue for the nine months ended
September 30, 2002 amounted to $1,674,180 compared to net revenue of $17,742,626
for the nine months ended September 30, 2001. The decrease in sales for the nine
months is attributable to the lost revenues associated with the business that
was lost due to the resignation of the two executives at PTMS as previously
reported. Gross profit for the nine months ended September 30, 2002 totaled

                                       16
<PAGE>

$215,464 compared to gross profit of $1,521,762 for the nine months ended
September 30, 2001. The net loss before dividends appropriation for Preferred
stockholders for the nine months ended September 30, 2002 amounted to $1,493,648
verses a net loss of $2,649,757 in the nine months ended September 30, 2001. The
net loss of $1,634,730 for the nine months can be attributed to the cash and non
cash expenses associated with overhead costs, consulting costs, and the lost
profit opportunities associated with the business that was lost due to the
resignation of the two executives at PTMS as previously reported. On a per share
basis, the basic and diluted net operating loss attributable to common stock was
$.01 for the nine months ended September 30, 2002 as compared to $.04 for the
nine months ended September 30, 2001.

Liquidity and Capital Resources

As of September 30, 2002, Thaon had $31,445 in cash and cash equivalents, a
decrease of $47,868 from December 31, 2001. Accounts Receivable at September 30,
2002 totaled $141,356 compared to $112,750 at December 31, 2001. Inventory at
September 30, 2002 was $0 verses $319,784 on December 31, 2001. Thaon
experienced negative cash flow from operating activities of $388,857 for the
nine months ended September 30, 2002 as compared to negative cash flow of
$1,144,470 for the nine month period ended September 30, 2001. The net loss for
the nine months of $1,634,730 was partially offset by the sale of the company's
common and preferred stock on a private placement basis of $186,625 and payment
of compensation and services with common stock in the amount of $837,406. Net
investing activities during the nine month period were inflows of $24,662 as
compared to inflows of $152,912 for the nine month period ended September 30,
2001. Net Property and Equipment of $327,316 at September 30, 2002 compares to
$461,853 at December 31, 2001 and consists of computer equipment, office
equipment and web cast production equipment. The decrease is due to normal
depreciation expenses and sale of equipment which netted $6,754. It is not
anticipated that capital expenditures will increase substantially in future
periods.

The Company continually monitors its goodwill to determine whether any
impairment of this asset has occurred. On December 31, 2001, the Company
evaluated the value of each subsidiary based upon performance and future cash
flow. The Company estimated the total value of goodwill at December 31, 2001 at
zero since all the subsidiaries were having losses through December 31, 2001 and
did not have goodwill value associated with them. The Company wrote off the
goodwill balance of $10,739,790 on December 31, 2001.

On November 6, 2002, a Chapter 7 Bankruptcy petition was filed for Castpro.com,
LLC in the United States Bankruptcy Court, Central District of California, Case
Number ND02-13313-RR. The initial Meeting of Creditors is set for December 9th.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On August 19, 2002, a lawsuit initiated by Simon G. Talbot and Corey K. Quinn,
former officers and directors of the Company, against the Company, Adam Anthony,
Robert McNeill and Kevin Quinn was settled out of court. Under the terms of the
settlement the lawsuit will be dismissed by the plaintiffs in exchange for
$75,000 in cash or free trading stock owned by the president of the Company,
payment to be made at the request of the plaintiffs, but in no case will payment
be due prior to January 1, 2003.

                                       17
<PAGE>


On August 22, 2002, Woltjen Law Firm, PLLC sued the Company, Adam Anthony, Doug
Mondo, Steve Aquavia, David Nelson and Robert McNeill. The plaintiff alleges
that it was fraudulently induced by the Company to provide legal services by
false promises of payment and that the Company is in breach of contract. The
Company has answered the complaint denying the allegations.

Item 2.  Changes in Securities

During the period ended September 30, 2002, the Company issued total of 140,727
shares of Series B convertible preferred stock; 27,819 for services amounting
$27,819 and 20,000 shares for compensation amounting $20,000, and 92,908 shares
for cash amounting $69,681.

In August 2002, the Company converted 6,000,000 shares of Common stock to
690,000 shares of series D convertible preferred stock of the Company.

As of September 30, 2002, the Company has cash received in the amount of $10,000
for 13,333 shares of Series F preferred stock to be issued.

During the three month period ending September 30, 2002, the Company issued
common stock in the following amounts:

The Company issued 702,222 shares of common stock for board of directors'
compensation amounting $5,618. The Company issued 8,000,000 shares of common
stock for legal and consulting service amounting $48,000. The Company issued
1,176,027 shares of common stock for equipment rental amounting $8,820. The
company issued 1,000,000 shares of common stock to various employees for
compensation amounting $8,000. The Company issued 1,337,738 shares of its common
stock for cash amounting $4,418. The Company issued 2,461,630 shares of common
stock for promotional purpose amounting $17,231. The Company issued 3,744,250
shares of common stock valued at $28,082 against an outstanding note payable.

Item 4.  Submission of Matters to a Vote of the Security Holders

On October 1, 2002, a majority of our shareholders executed a majority written
consent in lieu of annual meeting to avoid the expense of holding a formal
annual meeting. The majority shareholders voted "for" the following actions:

    -    The re-election of the following three directors to the board of
         directors for a term of one year or until their successors are duly
         elected and qualified: Adam Anthony, Steven Aquavia and David Nelson.
    -    The approval of an amendment to the Company's Articles of Incorporation
         to effect a one for fifty reverse stock split;
    -    The authorization of the Company's sale of 85% of its stock of Legal
         Broadcast Company; and
    -    The  ratification of the appointment of Kabani & Co., Inc. as the
         Company's  independent  public  accountants for the fiscal year ending
         December 31, 2002.

Item 5   Other Information

Conditional Letter of Intent

                                       18
<PAGE>

On September 30, 2002 the Company entered into a Conditional Letter Of Intent to
acquire (a) all of the outstanding stock or (b) all assets of a medical billing
and practice management company. Under the agreement, the Company must resolve
outstanding legal, creditor and tax matters in order to consummate the
transaction. Management believes that, if this transaction can be consummated,
it will provide the Company with a greater opportunity for future growth and
appreciation in shareholder value. It is anticipated that current management
will step down if this transaction is completed.

Office Relocation

On May 16, 2002, the Company announced its withdrawal from the downtown Los
Angeles facility in accordance with a new strategic plan to eliminate
non-productive overhead. As previously reported, Thaon Communications, Inc.
consolidated its operations with Prime Time and PTD in the San Luis Obispo
office. On September 30, 2002, the lease expired on the office space that Thaon,
Prime Time and PTD occupied in San Luis Obispo, California. The Company chose
not to renew the lease and relocated to a new office in Arroyo Grande,
California. The Company is currently contemplating how to proceed with the Prime
Time and PTD business units in light of the pending acquisition of a medical
billing and practice management company.

Bankruptcy of Subsidiary

On November 6, 2002, a Chapter 7 Bankruptcy petition was filed for Castpro.com,
LLC in the United States Bankruptcy Court, Central District of California, Case
Number ND02-13313-RR. The initial Meeting of Creditors is set for December 9th.

Item 6.  Exhibits.  The following exhibits are attached hereto.

EXHIBIT
NO.         DESCRIPTION
---         -----------
2.1         Magnum Financial Consulting Agreement
2.2         LBC Stock Sale Agreement


Reports on Form 8-K. The Company filed zero (0) Forms 8-K during the quarter
ended September 30, 2002.


SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            THAON COMMUNICATIONS, INC.



Date:    November 19, 2002           By:     /s/ Adam Anthony
                                        ---------------------------------
                                           Adam Anthony, Chief Executive Officer



                                       19
<PAGE>


INDEX TO EXHIBITS

         Exhibits marked with an asterisk have been filed previously with the
Commission and are incorporated herein by reference.


EXHIBIT  PAGE
NO.      NO.      DESCRIPTION
---      ---      -----------

3.1      *        Articles  of  Incorporation

3.2      *        Bylaws


* incorporated by reference from previous filings.